Text: software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li
Predicted Risk Level: Medium
Predicted Risk Category: Cooperation Obligations
SHAP Text Plot
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
-0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
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and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
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and licensor agrees to grant such
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a license under the terms herein ; now ,
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therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
0.320.310.30.290.280.330.340.350.3165490.316549base value0.3165340.316534fOutput 0(inputs)0.003( b )0.002( a )0.002with its principal office located at 789 tech plaza , austin ,0.002( d )0.002revocable license to install and use the software on0.002licensee ’ s internal systems solely for its business purposes ,0.002in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .0.002, a corporation incorporated under the laws of texas ,0.002copy ,0.002entered into as of march 21 ,0.002shall not :0.002licensee is responsible for all applicable taxes , excluding taxes based on li0.002licensee0.001tx 78701 ( " licensor " ) ,0.001and owns a software product known as flowmatrix ,0.001decompile ,0.0013 . 2 taxes .0.001and brightpath enterprises , a corporation incorporated under the laws of new york ,0.001sublicense0.001licensor grants licensee a non - exclusive , non - transferable ,0.001use the software for0.001licensor and licensee are referred to individually as a " party " and collectively as the " parties .0.001the software ; ( c ) reverse engineer ,0.001software license agreement this software license agreement ( the " agreement " ) is made and0.001any unlawful purpose .0.0a workflow management and automation tool0.0execution of this agreement and0.0delivery and support 2 .0.0payable as follows : 50 % upon0.050 % within sixty ( 60 )0.0except as permitted by law ; or0.0( the " software " ) ; and whereas ,0.0adapt0.0modify ,0.02 .0.0use the software for its business operations ,0.0licensee wishes to obtain a license to0.01 delivery0.0stratumsoft inc .0.0albany ,0.0.0.0" whereas , licensor has developed0.0or create derivative works from0.02025 ( the " effective date " )0.0,-0.006and documentation to licensee electronically within seven ( 7 ) business days of the effective date .-0.004shall deliver the software-0.003licensor-0.003licensee shall pay licensor a license fee of $ 75 ,-0.003as detailed in a separate support schedule , if applicable .-0.003or disassemble-0.0033 . fees and payment 3 .-0.002distribute ,-0.002or sell the software ;-0.002licensor shall provide reasonable technical-0.002000 usd ( the " license fee " ) ,-0.001support for the software during the term ,-0.0011 license fee .-0.001the parties agree as follows : 1 .-0.001the software ,-0.001therefore , in consideration of the mutual promises and covenants contained herein ,-0.0012 . 2 support .-0.001ny 12207 ( " licensee " ) .-0.0grant of license 1 . 1 license .-0.0by and between-0.0,-0.0and licensor agrees to grant such-0.0days of the effective date .-0.0,-0.0with its principal office located at 321 commerce street ,-0.0a license under the terms herein ; now ,
inputs
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
-0.0
,
-0.0 / 3
by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
-0.001 / 11
ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
0.001 / 11
and owns a software product known as flowmatrix ,
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a workflow management and automation tool
0.0 / 10
( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
0.0 / 8
use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.001 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
0.0
.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
-0.001 / 4
1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
0.350.320.290.260.380.410.3002090.300209base value0.2686410.268641fOutput 1(inputs)0.004licensee shall pay licensor a license fee of $ 75 ,0.0023 . fees and payment 3 .0.0021 license fee .0.001000 usd ( the " license fee " ) ,0.001revocable license to install and use the software on0.001ny 12207 ( " licensee " ) .0.001licensee ’ s internal systems solely for its business purposes ,0.001a workflow management and automation tool0.0012 . 2 support .0.001as detailed in a separate support schedule , if applicable .0.001grant of license 1 . 1 license .0.001( the " software " ) ; and whereas ,0.001by and between0.001in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .0.0licensor0.0albany ,0.0shall deliver the software0.0and documentation to licensee electronically within seven ( 7 ) business days of the effective date .0.0,-0.005with its principal office located at 789 tech plaza , austin ,-0.004, a corporation incorporated under the laws of texas ,-0.003tx 78701 ( " licensor " ) ,-0.002and brightpath enterprises , a corporation incorporated under the laws of new york ,-0.002with its principal office located at 321 commerce street ,-0.002support for the software during the term ,-0.0023 . 2 taxes .-0.002and owns a software product known as flowmatrix ,-0.001( d )-0.001licensor and licensee are referred to individually as a " party " and collectively as the " parties .-0.001the software ; ( c ) reverse engineer ,-0.001except as permitted by law ; or-0.001decompile ,-0.001payable as follows : 50 % upon-0.00150 % within sixty ( 60 )-0.001days of the effective date .-0.001execution of this agreement and-0.001sublicense-0.001,-0.001( b )-0.001the software ,-0.001entered into as of march 21 ,-0.001stratumsoft inc .-0.001or create derivative works from-0.0012025 ( the " effective date " )-0.001licensee is responsible for all applicable taxes , excluding taxes based on li-0.001or sell the software ;-0.0011 delivery-0.001use the software for-0.001delivery and support 2 .-0.001.-0.0012 .-0.0" whereas , licensor has developed-0.0or disassemble-0.0modify ,-0.0( a )-0.0any unlawful purpose .-0.0adapt-0.0a license under the terms herein ; now ,-0.0use the software for its business operations ,-0.0copy ,-0.0licensor grants licensee a non - exclusive , non - transferable ,-0.0,-0.0licensee wishes to obtain a license to-0.0therefore , in consideration of the mutual promises and covenants contained herein ,-0.0and licensor agrees to grant such-0.0distribute ,-0.0shall not :-0.0the parties agree as follows : 1 .-0.0licensor shall provide reasonable technical-0.0licensee-0.0software license agreement this software license agreement ( the " agreement " ) is made and
inputs
-0.0 / 17
software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
0.0
,
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by and between
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stratumsoft inc .
-0.004 / 10
, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
-0.003 / 12
tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
-0.002 / 10
with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
-0.001 / 22
licensor and licensee are referred to individually as a " party " and collectively as the " parties .
-0.0 / 8
" whereas , licensor has developed
-0.002 / 11
and owns a software product known as flowmatrix ,
0.001 / 7
a workflow management and automation tool
0.001 / 10
( the " software " ) ; and whereas ,
-0.0 / 8
licensee wishes to obtain a license to
-0.0 / 8
use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.0 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
-0.0 / 8
the parties agree as follows : 1 .
0.001 / 8
grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
0.001 / 11
revocable license to install and use the software on
0.001 / 12
licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
-0.001 / 2
2 .
-0.001 / 5
delivery and support 2 .
-0.001 / 2
1 delivery
-0.001
.
0.0 / 3
licensor
0.0 / 4
shall deliver the software
0.0 / 18
and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.001 / 5
2 . 2 support .
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licensor shall provide reasonable technical
-0.002 / 8
support for the software during the term ,
0.001 / 11
as detailed in a separate support schedule , if applicable .
0.002 / 7
3 . fees and payment 3 .
0.002 / 4
1 license fee .
0.004 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.001 / 10
000 usd ( the " license fee " ) ,
-0.001 / 8
payable as follows : 50 % upon
-0.001 / 5
execution of this agreement and
-0.001 / 7
50 % within sixty ( 60 )
-0.001 / 6
days of the effective date .
-0.002 / 5
3 . 2 taxes .
-0.001 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
0.280.270.260.250.290.30.310.3002090.300209base value0.2686410.268641fOutput 1(inputs)0.004licensee shall pay licensor a license fee of $ 75 ,0.0023 . fees and payment 3 .0.0021 license fee .0.001000 usd ( the " license fee " ) ,0.001revocable license to install and use the software on0.001ny 12207 ( " licensee " ) .0.001licensee ’ s internal systems solely for its business purposes ,0.001a workflow management and automation tool0.0012 . 2 support .0.001as detailed in a separate support schedule , if applicable .0.001grant of license 1 . 1 license .0.001( the " software " ) ; and whereas ,0.001by and between0.001in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .0.0licensor0.0albany ,0.0shall deliver the software0.0and documentation to licensee electronically within seven ( 7 ) business days of the effective date .0.0,-0.005with its principal office located at 789 tech plaza , austin ,-0.004, a corporation incorporated under the laws of texas ,-0.003tx 78701 ( " licensor " ) ,-0.002and brightpath enterprises , a corporation incorporated under the laws of new york ,-0.002with its principal office located at 321 commerce street ,-0.002support for the software during the term ,-0.0023 . 2 taxes .-0.002and owns a software product known as flowmatrix ,-0.001( d )-0.001licensor and licensee are referred to individually as a " party " and collectively as the " parties .-0.001the software ; ( c ) reverse engineer ,-0.001except as permitted by law ; or-0.001decompile ,-0.001payable as follows : 50 % upon-0.00150 % within sixty ( 60 )-0.001days of the effective date .-0.001execution of this agreement and-0.001sublicense-0.001,-0.001( b )-0.001the software ,-0.001entered into as of march 21 ,-0.001stratumsoft inc .-0.001or create derivative works from-0.0012025 ( the " effective date " )-0.001licensee is responsible for all applicable taxes , excluding taxes based on li-0.001or sell the software ;-0.0011 delivery-0.001use the software for-0.001delivery and support 2 .-0.001.-0.0012 .-0.0" whereas , licensor has developed-0.0or disassemble-0.0modify ,-0.0( a )-0.0any unlawful purpose .-0.0adapt-0.0a license under the terms herein ; now ,-0.0use the software for its business operations ,-0.0copy ,-0.0licensor grants licensee a non - exclusive , non - transferable ,-0.0,-0.0licensee wishes to obtain a license to-0.0therefore , in consideration of the mutual promises and covenants contained herein ,-0.0and licensor agrees to grant such-0.0distribute ,-0.0shall not :-0.0the parties agree as follows : 1 .-0.0licensor shall provide reasonable technical-0.0licensee-0.0software license agreement this software license agreement ( the " agreement " ) is made and
inputs
-0.0 / 17
software license agreement this software license agreement ( the " agreement " ) is made and
-0.001 / 7
entered into as of march 21 ,
-0.001 / 9
2025 ( the " effective date " )
0.0
,
0.001 / 3
by and between
-0.001 / 6
stratumsoft inc .
-0.004 / 10
, a corporation incorporated under the laws of texas ,
-0.005 / 13
with its principal office located at 789 tech plaza , austin ,
-0.003 / 12
tx 78701 ( " licensor " ) ,
-0.002 / 15
and brightpath enterprises , a corporation incorporated under the laws of new york ,
-0.002 / 10
with its principal office located at 321 commerce street ,
0.0 / 2
albany ,
0.001 / 11
ny 12207 ( " licensee " ) .
-0.001 / 22
licensor and licensee are referred to individually as a " party " and collectively as the " parties .
-0.0 / 8
" whereas , licensor has developed
-0.002 / 11
and owns a software product known as flowmatrix ,
0.001 / 7
a workflow management and automation tool
0.001 / 10
( the " software " ) ; and whereas ,
-0.0 / 8
licensee wishes to obtain a license to
-0.0 / 8
use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.0 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
-0.0 / 8
the parties agree as follows : 1 .
0.001 / 8
grant of license 1 . 1 license .
-0.0 / 16
licensor grants licensee a non - exclusive , non - transferable ,
0.001 / 11
revocable license to install and use the software on
0.001 / 12
licensee ’ s internal systems solely for its business purposes ,
0.001 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
-0.0 / 2
licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
-0.0 / 4
any unlawful purpose .
-0.001 / 2
2 .
-0.001 / 5
delivery and support 2 .
-0.001 / 2
1 delivery
-0.001
.
0.0 / 3
licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
-0.002 / 8
support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
0.002 / 7
3 . fees and payment 3 .
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1 license fee .
0.004 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.001 / 10
000 usd ( the " license fee " ) ,
-0.001 / 8
payable as follows : 50 % upon
-0.001 / 5
execution of this agreement and
-0.001 / 7
50 % within sixty ( 60 )
-0.001 / 6
days of the effective date .
-0.002 / 5
3 . 2 taxes .
-0.001 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
0.350.320.290.260.380.410.3832420.383242base value0.4148260.414826fOutput 2(inputs)0.006and documentation to licensee electronically within seven ( 7 ) business days of the effective date .0.003support for the software during the term ,0.003or disassemble0.003shall deliver the software0.003licensor0.003, a corporation incorporated under the laws of texas ,0.003with its principal office located at 789 tech plaza , austin ,0.002with its principal office located at 321 commerce street ,0.002or sell the software ;0.002as detailed in a separate support schedule , if applicable .0.002distribute ,0.002the software ,0.002licensor shall provide reasonable technical0.001tx 78701 ( " licensor " ) ,0.001days of the effective date .0.001and brightpath enterprises , a corporation incorporated under the laws of new york ,0.001therefore , in consideration of the mutual promises and covenants contained herein ,0.001the parties agree as follows : 1 .0.001,0.001except as permitted by law ; or0.00150 % within sixty ( 60 )0.0013 . fees and payment 3 .0.001payable as follows : 50 % upon0.001execution of this agreement and0.0013 . 2 taxes .0.001or create derivative works from0.001the software ; ( c ) reverse engineer ,0.001stratumsoft inc .0.0012025 ( the " effective date " )0.001and licensor agrees to grant such0.0011 delivery0.0licensor and licensee are referred to individually as a " party " and collectively as the " parties .0.0.0.0a license under the terms herein ; now ,0.0,0.0" whereas , licensor has developed0.02 .0.0and owns a software product known as flowmatrix ,0.0000 usd ( the " license fee " ) ,0.0modify ,0.0use the software for its business operations ,0.0delivery and support 2 .0.0adapt0.0,0.0licensee wishes to obtain a license to0.0sublicense0.0decompile ,-0.003revocable license to install and use the software on-0.003licensee ’ s internal systems solely for its business purposes ,-0.002in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .-0.002( b )-0.002( a )-0.002copy ,-0.002shall not :-0.002licensee-0.001a workflow management and automation tool-0.001entered into as of march 21 ,-0.001licensee is responsible for all applicable taxes , excluding taxes based on li-0.001( the " software " ) ; and whereas ,-0.0011 license fee .-0.001licensor grants licensee a non - exclusive , non - transferable ,-0.001software license agreement this software license agreement ( the " agreement " ) is made and-0.001licensee shall pay licensor a license fee of $ 75 ,-0.001( d )-0.001albany ,-0.0ny 12207 ( " licensee " ) .-0.0use the software for-0.0by and between-0.0grant of license 1 . 1 license .-0.0any unlawful purpose .-0.02 . 2 support .
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stratumsoft inc .
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tx 78701 ( " licensor " ) ,
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a workflow management and automation tool
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licensor grants licensee a non - exclusive , non - transferable ,
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licensor shall provide reasonable technical
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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licensee is responsible for all applicable taxes , excluding taxes based on li
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: Software License Agreement
This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Grant of License
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software.
1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date.
2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income.
Chunk 2
Text: ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
SHAP Text Plot
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2 . 2 support .
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licensor shall provide reasonable technical support for the software during the term ,
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licensee shall pay licensor a license fee of $ 75 ,
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
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no ownership interest under this agreement .
-0.001 / 7
4 . 2 licensee data .
-0.001 / 4
licensee retains ownership
-0.002 / 7
of all data input into the software
-0.001 / 7
( " licensee data " )
-0.0
.
0.001 / 7
licensor may use licensee
-0.001 / 12
data only as necessary to perform its obligations under this agreement .
-0.001 / 10
5 . term and termination 5 . 1 term .
-0.001 / 8
this agreement begins on the effective date and
-0.001 / 10
continues until terminated ( the " term " ) .
-0.002 / 7
5 . 2 termination for breach .
-0.004 / 8
either party may terminate this agreement if the
-0.004 / 8
other party breaches a material term and
-0.002 / 10
fails to cure such breach within thirty ( 30 )
-0.002 / 5
days of written notice .
-0.001
5
-0.001
.
-0.001 / 3
3 termination for
0.0 / 5
insolvency .
-0.001 / 14
either party may terminate immediately if the other party becomes insolvent ,
-0.002 / 10
files for bankruptcy , or ceases business operations .
0.0 / 2
5 .
-0.001 / 5
4 post - termination .
-0.001 / 3
upon termination ,
-0.003 / 8
licensee shall cease using the software ,
0.0 / 5
delete all copies ,
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and certify such deletion to
0.0
li
0.0
cens
0.0
or
0.0
within
0.0
0.350.320.290.260.380.410.3002090.300209base value0.2692530.269253fOutput 1(inputs)0.004licensee shall pay licensor a license fee of $ 75 ,0.0035 . 2 termination for breach .0.002either party may terminate this agreement if the0.002other party breaches a material term and0.002days of written notice .0.001000 usd ( the " license fee " ) ,0.0015 . term and termination 5 . 1 term .0.001fails to cure such breach within thirty ( 30 )0.02 . 2 support .0.0execution of this agreement and0.0this agreement begins on the effective date and0.0payable as follows : 50 % upon0.050.02 . delivery and support 2 . 1 delivery .-0.004decompile , or disassemble the software ,-0.003no ownership interest under this agreement .-0.002overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,-0.002intellectual property 4 . 1 ownership . the software , documentation ,-0.002or create derivative works from the software ; ( c ) reverse engineer ,-0.002insolvency .-0.002licensee acquires-0.002and certify such deletion to-0.0024 post - termination .-0.002property of licensor .-0.002in accordance with the accompanying documentation ( " documentation " ) .-0.001except as permitted by law ; or ( d ) use the software for any unlawful purpose .-0.001delete all copies ,-0.001data only as necessary to perform its obligations under this agreement .-0.0013 . 2 taxes .-0.001upon termination ,-0.001and all related intellectual property rights remain the sole-0.0013 . 3 late payment .-0.0014 . 2 licensee data .-0.001whichever is less . 4 .-0.001distribute , sublicense ,-0.001( " licensee data " )-0.001licensor may use licensee-0.001licensor shall provide reasonable technical support for the software during the term ,-0.001licensee shall cease using the software ,-0.001either party may terminate immediately if the other party becomes insolvent ,-0.001licensee is responsible for all applicable taxes ,-0.001.-0.001licensee retains ownership-0.001continues until terminated ( the " term " ) .-0.001excluding taxes based on licensor ’ s income .-0.0013 termination for-0.0015 .-0.0or sell the software ; ( b ) modify , adapt ,-0.0licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .-0.0licensee shall not : ( a ) copy ,-0.0of all data input into the software-0.01 . 2 restrictions .-0.0or-0.0within-0.0-0.0days of the effective date .-0.0# # ble license to install and-0.050 % within sixty ( 60 )-0.0li-0.0cens-0.0use the software on licensee ’ s internal systems solely for its business purposes ,-0.0.-0.0as detailed in a separate support schedule , if applicable .-0.0files for bankruptcy , or ceases business operations .-0.03 . fees and payment 3 . 1 license fee .
inputs
-0.0 / 9
# # ble license to install and
-0.0 / 16
use the software on licensee ’ s internal systems solely for its business purposes ,
-0.002 / 12
in accordance with the accompanying documentation ( " documentation " ) .
-0.0 / 5
1 . 2 restrictions .
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licensee shall not : ( a ) copy ,
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distribute , sublicense ,
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or sell the software ; ( b ) modify , adapt ,
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or create derivative works from the software ; ( c ) reverse engineer ,
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decompile , or disassemble the software ,
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except as permitted by law ; or ( d ) use the software for any unlawful purpose .
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2 . delivery and support 2 . 1 delivery .
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licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
-0.001 / 15
licensor shall provide reasonable technical support for the software during the term ,
-0.0 / 11
as detailed in a separate support schedule , if applicable .
-0.0 / 11
3 . fees and payment 3 . 1 license fee .
0.004 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.001 / 10
000 usd ( the " license fee " ) ,
0.0 / 8
payable as follows : 50 % upon
0.0 / 5
execution of this agreement and
-0.0 / 7
50 % within sixty ( 60 )
-0.0 / 6
days of the effective date .
-0.001 / 5
3 . 2 taxes .
-0.001 / 9
licensee is responsible for all applicable taxes ,
-0.001 / 11
excluding taxes based on licensor ’ s income .
-0.001 / 6
3 . 3 late payment .
-0.002 / 19
overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole
-0.002 / 6
property of licensor .
-0.002 / 4
licensee acquires
-0.003 / 7
no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership
-0.0 / 7
of all data input into the software
-0.001 / 7
( " licensee data " )
-0.001
.
-0.001 / 7
licensor may use licensee
-0.001 / 12
data only as necessary to perform its obligations under this agreement .
0.001 / 10
5 . term and termination 5 . 1 term .
0.0 / 8
this agreement begins on the effective date and
-0.001 / 10
continues until terminated ( the " term " ) .
0.003 / 7
5 . 2 termination for breach .
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either party may terminate this agreement if the
0.002 / 8
other party breaches a material term and
0.001 / 10
fails to cure such breach within thirty ( 30 )
0.002 / 5
days of written notice .
0.0
5
-0.0
.
-0.001 / 3
3 termination for
-0.002 / 5
insolvency .
-0.001 / 14
either party may terminate immediately if the other party becomes insolvent ,
-0.0 / 10
files for bankruptcy , or ceases business operations .
-0.001 / 2
5 .
-0.002 / 5
4 post - termination .
-0.001 / 3
upon termination ,
-0.001 / 8
licensee shall cease using the software ,
-0.001 / 5
delete all copies ,
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and certify such deletion to
-0.0
li
-0.0
cens
-0.0
or
-0.0
within
-0.0
0.280.270.260.290.30.310.3002090.300209base value0.2692530.269253fOutput 1(inputs)0.004licensee shall pay licensor a license fee of $ 75 ,0.0035 . 2 termination for breach .0.002either party may terminate this agreement if the0.002other party breaches a material term and0.002days of written notice .0.001000 usd ( the " license fee " ) ,0.0015 . term and termination 5 . 1 term .0.001fails to cure such breach within thirty ( 30 )0.02 . 2 support .0.0execution of this agreement and0.0this agreement begins on the effective date and0.0payable as follows : 50 % upon0.050.02 . delivery and support 2 . 1 delivery .-0.004decompile , or disassemble the software ,-0.003no ownership interest under this agreement .-0.002overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,-0.002intellectual property 4 . 1 ownership . the software , documentation ,-0.002or create derivative works from the software ; ( c ) reverse engineer ,-0.002insolvency .-0.002licensee acquires-0.002and certify such deletion to-0.0024 post - termination .-0.002property of licensor .-0.002in accordance with the accompanying documentation ( " documentation " ) .-0.001except as permitted by law ; or ( d ) use the software for any unlawful purpose .-0.001delete all copies ,-0.001data only as necessary to perform its obligations under this agreement .-0.0013 . 2 taxes .-0.001upon termination ,-0.001and all related intellectual property rights remain the sole-0.0013 . 3 late payment .-0.0014 . 2 licensee data .-0.001whichever is less . 4 .-0.001distribute , sublicense ,-0.001( " licensee data " )-0.001licensor may use licensee-0.001licensor shall provide reasonable technical support for the software during the term ,-0.001licensee shall cease using the software ,-0.001either party may terminate immediately if the other party becomes insolvent ,-0.001licensee is responsible for all applicable taxes ,-0.001.-0.001licensee retains ownership-0.001continues until terminated ( the " term " ) .-0.001excluding taxes based on licensor ’ s income .-0.0013 termination for-0.0015 .-0.0or sell the software ; ( b ) modify , adapt ,-0.0licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .-0.0licensee shall not : ( a ) copy ,-0.0of all data input into the software-0.01 . 2 restrictions .-0.0or-0.0within-0.0-0.0days of the effective date .-0.0# # ble license to install and-0.050 % within sixty ( 60 )-0.0li-0.0cens-0.0use the software on licensee ’ s internal systems solely for its business purposes ,-0.0.-0.0as detailed in a separate support schedule , if applicable .-0.0files for bankruptcy , or ceases business operations .-0.03 . fees and payment 3 . 1 license fee .
inputs
-0.0 / 9
# # ble license to install and
-0.0 / 16
use the software on licensee ’ s internal systems solely for its business purposes ,
-0.002 / 12
in accordance with the accompanying documentation ( " documentation " ) .
-0.0 / 5
1 . 2 restrictions .
-0.0 / 10
licensee shall not : ( a ) copy ,
-0.001 / 6
distribute , sublicense ,
-0.0 / 12
or sell the software ; ( b ) modify , adapt ,
-0.002 / 14
or create derivative works from the software ; ( c ) reverse engineer ,
-0.004 / 12
decompile , or disassemble the software ,
-0.001 / 18
except as permitted by law ; or ( d ) use the software for any unlawful purpose .
0.0 / 10
2 . delivery and support 2 . 1 delivery .
-0.0 / 25
licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.0 / 5
2 . 2 support .
-0.001 / 15
licensor shall provide reasonable technical support for the software during the term ,
-0.0 / 11
as detailed in a separate support schedule , if applicable .
-0.0 / 11
3 . fees and payment 3 . 1 license fee .
0.004 / 14
licensee shall pay licensor a license fee of $ 75 ,
0.001 / 10
000 usd ( the " license fee " ) ,
0.0 / 8
payable as follows : 50 % upon
0.0 / 5
execution of this agreement and
-0.0 / 7
50 % within sixty ( 60 )
-0.0 / 6
days of the effective date .
-0.001 / 5
3 . 2 taxes .
-0.001 / 9
licensee is responsible for all applicable taxes ,
-0.001 / 11
excluding taxes based on licensor ’ s income .
-0.001 / 6
3 . 3 late payment .
-0.002 / 19
overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole
-0.002 / 6
property of licensor .
-0.002 / 4
licensee acquires
-0.003 / 7
no ownership interest under this agreement .
-0.001 / 7
4 . 2 licensee data .
-0.001 / 4
licensee retains ownership
-0.0 / 7
of all data input into the software
-0.001 / 7
( " licensee data " )
-0.001
.
-0.001 / 7
licensor may use licensee
-0.001 / 12
data only as necessary to perform its obligations under this agreement .
0.001 / 10
5 . term and termination 5 . 1 term .
0.0 / 8
this agreement begins on the effective date and
-0.001 / 10
continues until terminated ( the " term " ) .
0.003 / 7
5 . 2 termination for breach .
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either party may terminate this agreement if the
0.002 / 8
other party breaches a material term and
0.001 / 10
fails to cure such breach within thirty ( 30 )
0.002 / 5
days of written notice .
0.0
5
-0.0
.
-0.001 / 3
3 termination for
-0.002 / 5
insolvency .
-0.001 / 14
either party may terminate immediately if the other party becomes insolvent ,
-0.0 / 10
files for bankruptcy , or ceases business operations .
-0.001 / 2
5 .
-0.002 / 5
4 post - termination .
-0.001 / 3
upon termination ,
-0.001 / 8
licensee shall cease using the software ,
-0.001 / 5
delete all copies ,
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and certify such deletion to
-0.0
li
-0.0
cens
-0.0
or
-0.0
within
-0.0
0.350.320.290.260.380.410.3832420.383242base value0.4220760.422076fOutput 2(inputs)0.004licensee shall cease using the software ,0.003no ownership interest under this agreement .0.0034 post - termination .0.002of all data input into the software0.002( " licensee data " )0.002decompile , or disassemble the software ,0.002data only as necessary to perform its obligations under this agreement .0.002either party may terminate immediately if the other party becomes insolvent ,0.002licensee retains ownership0.002upon termination ,0.002files for bankruptcy , or ceases business operations .0.002insolvency .0.0023 termination for0.002either party may terminate this agreement if the0.002in accordance with the accompanying documentation ( " documentation " ) .0.002distribute , sublicense ,0.0024 . 2 licensee data .0.002licensee acquires0.002continues until terminated ( the " term " ) .0.002licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .0.001other party breaches a material term and0.001.0.001licensee shall not : ( a ) copy ,0.00150.0011 . 2 restrictions .0.001delete all copies ,0.001.0.001fails to cure such breach within thirty ( 30 )0.001this agreement begins on the effective date and0.0013 . 3 late payment .0.001licensor shall provide reasonable technical support for the software during the term ,0.001as detailed in a separate support schedule , if applicable .0.03 . 2 taxes .0.0or sell the software ; ( b ) modify , adapt ,0.0days of written notice .0.0or create derivative works from the software ; ( c ) reverse engineer ,0.05 .0.0or0.0within0.00.0and certify such deletion to0.0li0.0cens0.02 . 2 support .0.05 . term and termination 5 . 1 term .-0.002000 usd ( the " license fee " ) ,-0.002excluding taxes based on licensor ’ s income .-0.0022 . delivery and support 2 . 1 delivery .-0.002licensee is responsible for all applicable taxes ,-0.001except as permitted by law ; or ( d ) use the software for any unlawful purpose .-0.001use the software on licensee ’ s internal systems solely for its business purposes ,-0.001# # ble license to install and-0.0015 . 2 termination for breach .-0.001execution of this agreement and-0.001licensee shall pay licensor a license fee of $ 75 ,-0.001payable as follows : 50 % upon-0.001whichever is less . 4 .-0.0and all related intellectual property rights remain the sole-0.050 % within sixty ( 60 )-0.0intellectual property 4 . 1 ownership . the software , documentation ,-0.0days of the effective date .-0.03 . fees and payment 3 . 1 license fee .-0.0property of licensor .-0.0licensor may use licensee-0.0overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
inputs
-0.001 / 9
# # ble license to install and
-0.001 / 16
use the software on licensee ’ s internal systems solely for its business purposes ,
0.002 / 12
in accordance with the accompanying documentation ( " documentation " ) .
0.001 / 5
1 . 2 restrictions .
0.001 / 10
licensee shall not : ( a ) copy ,
0.002 / 6
distribute , sublicense ,
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or sell the software ; ( b ) modify , adapt ,
0.0 / 14
or create derivative works from the software ; ( c ) reverse engineer ,
0.002 / 12
decompile , or disassemble the software ,
-0.001 / 18
except as permitted by law ; or ( d ) use the software for any unlawful purpose .
-0.002 / 10
2 . delivery and support 2 . 1 delivery .
0.002 / 25
licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.0 / 5
2 . 2 support .
0.001 / 15
licensor shall provide reasonable technical support for the software during the term ,
0.001 / 11
as detailed in a separate support schedule , if applicable .
-0.0 / 11
3 . fees and payment 3 . 1 license fee .
-0.001 / 14
licensee shall pay licensor a license fee of $ 75 ,
-0.002 / 10
000 usd ( the " license fee " ) ,
-0.001 / 8
payable as follows : 50 % upon
-0.001 / 5
execution of this agreement and
-0.0 / 7
50 % within sixty ( 60 )
-0.0 / 6
days of the effective date .
0.0 / 5
3 . 2 taxes .
-0.002 / 9
licensee is responsible for all applicable taxes ,
-0.002 / 11
excluding taxes based on licensor ’ s income .
0.001 / 6
3 . 3 late payment .
-0.0 / 19
overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole
-0.0 / 6
property of licensor .
0.002 / 4
licensee acquires
0.003 / 7
no ownership interest under this agreement .
0.002 / 7
4 . 2 licensee data .
0.002 / 4
licensee retains ownership
0.002 / 7
of all data input into the software
0.002 / 7
( " licensee data " )
0.001
.
-0.0 / 7
licensor may use licensee
0.002 / 12
data only as necessary to perform its obligations under this agreement .
0.0 / 10
5 . term and termination 5 . 1 term .
0.001 / 8
this agreement begins on the effective date and
0.002 / 10
continues until terminated ( the " term " ) .
-0.001 / 7
5 . 2 termination for breach .
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either party may terminate this agreement if the
0.001 / 8
other party breaches a material term and
0.001 / 10
fails to cure such breach within thirty ( 30 )
0.0 / 5
days of written notice .
0.001
5
0.001
.
0.002 / 3
3 termination for
0.002 / 5
insolvency .
0.002 / 14
either party may terminate immediately if the other party becomes insolvent ,
0.002 / 10
files for bankruptcy , or ceases business operations .
0.0 / 2
5 .
0.003 / 5
4 post - termination .
0.002 / 3
upon termination ,
0.004 / 8
licensee shall cease using the software ,
0.001 / 5
delete all copies ,
0.0 / 9
and certify such deletion to
0.0
li
0.0
cens
0.0
or
0.0
within
0.0
0.40.390.380.370.410.420.430.440.3832420.383242base value0.4220760.422076fOutput 2(inputs)0.004licensee shall cease using the software ,0.003no ownership interest under this agreement .0.0034 post - termination .0.002of all data input into the software0.002( " licensee data " )0.002decompile , or disassemble the software ,0.002data only as necessary to perform its obligations under this agreement .0.002either party may terminate immediately if the other party becomes insolvent ,0.002licensee retains ownership0.002upon termination ,0.002files for bankruptcy , or ceases business operations .0.002insolvency .0.0023 termination for0.002either party may terminate this agreement if the0.002in accordance with the accompanying documentation ( " documentation " ) .0.002distribute , sublicense ,0.0024 . 2 licensee data .0.002licensee acquires0.002continues until terminated ( the " term " ) .0.002licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .0.001other party breaches a material term and0.001.0.001licensee shall not : ( a ) copy ,0.00150.0011 . 2 restrictions .0.001delete all copies ,0.001.0.001fails to cure such breach within thirty ( 30 )0.001this agreement begins on the effective date and0.0013 . 3 late payment .0.001licensor shall provide reasonable technical support for the software during the term ,0.001as detailed in a separate support schedule , if applicable .0.03 . 2 taxes .0.0or sell the software ; ( b ) modify , adapt ,0.0days of written notice .0.0or create derivative works from the software ; ( c ) reverse engineer ,0.05 .0.0or0.0within0.00.0and certify such deletion to0.0li0.0cens0.02 . 2 support .0.05 . term and termination 5 . 1 term .-0.002000 usd ( the " license fee " ) ,-0.002excluding taxes based on licensor ’ s income .-0.0022 . delivery and support 2 . 1 delivery .-0.002licensee is responsible for all applicable taxes ,-0.001except as permitted by law ; or ( d ) use the software for any unlawful purpose .-0.001use the software on licensee ’ s internal systems solely for its business purposes ,-0.001# # ble license to install and-0.0015 . 2 termination for breach .-0.001execution of this agreement and-0.001licensee shall pay licensor a license fee of $ 75 ,-0.001payable as follows : 50 % upon-0.001whichever is less . 4 .-0.0and all related intellectual property rights remain the sole-0.050 % within sixty ( 60 )-0.0intellectual property 4 . 1 ownership . the software , documentation ,-0.0days of the effective date .-0.03 . fees and payment 3 . 1 license fee .-0.0property of licensor .-0.0licensor may use licensee-0.0overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
inputs
-0.001 / 9
# # ble license to install and
-0.001 / 16
use the software on licensee ’ s internal systems solely for its business purposes ,
0.002 / 12
in accordance with the accompanying documentation ( " documentation " ) .
0.001 / 5
1 . 2 restrictions .
0.001 / 10
licensee shall not : ( a ) copy ,
0.002 / 6
distribute , sublicense ,
0.0 / 12
or sell the software ; ( b ) modify , adapt ,
0.0 / 14
or create derivative works from the software ; ( c ) reverse engineer ,
0.002 / 12
decompile , or disassemble the software ,
-0.001 / 18
except as permitted by law ; or ( d ) use the software for any unlawful purpose .
-0.002 / 10
2 . delivery and support 2 . 1 delivery .
0.002 / 25
licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
0.0 / 5
2 . 2 support .
0.001 / 15
licensor shall provide reasonable technical support for the software during the term ,
0.001 / 11
as detailed in a separate support schedule , if applicable .
-0.0 / 11
3 . fees and payment 3 . 1 license fee .
-0.001 / 14
licensee shall pay licensor a license fee of $ 75 ,
-0.002 / 10
000 usd ( the " license fee " ) ,
-0.001 / 8
payable as follows : 50 % upon
-0.001 / 5
execution of this agreement and
-0.0 / 7
50 % within sixty ( 60 )
-0.0 / 6
days of the effective date .
0.0 / 5
3 . 2 taxes .
-0.002 / 9
licensee is responsible for all applicable taxes ,
-0.002 / 11
excluding taxes based on licensor ’ s income .
0.001 / 6
3 . 3 late payment .
-0.0 / 19
overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole
-0.0 / 6
property of licensor .
0.002 / 4
licensee acquires
0.003 / 7
no ownership interest under this agreement .
0.002 / 7
4 . 2 licensee data .
0.002 / 4
licensee retains ownership
0.002 / 7
of all data input into the software
0.002 / 7
( " licensee data " )
0.001
.
-0.0 / 7
licensor may use licensee
0.002 / 12
data only as necessary to perform its obligations under this agreement .
0.0 / 10
5 . term and termination 5 . 1 term .
0.001 / 8
this agreement begins on the effective date and
0.002 / 10
continues until terminated ( the " term " ) .
-0.001 / 7
5 . 2 termination for breach .
0.002 / 8
either party may terminate this agreement if the
0.001 / 8
other party breaches a material term and
0.001 / 10
fails to cure such breach within thirty ( 30 )
0.0 / 5
days of written notice .
0.001
5
0.001
.
0.002 / 3
3 termination for
0.002 / 5
insolvency .
0.002 / 14
either party may terminate immediately if the other party becomes insolvent ,
0.002 / 10
files for bankruptcy , or ceases business operations .
0.0 / 2
5 .
0.003 / 5
4 post - termination .
0.002 / 3
upon termination ,
0.004 / 8
licensee shall cease using the software ,
0.001 / 5
delete all copies ,
0.0 / 9
and certify such deletion to
0.0
li
0.0
cens
0.0
or
0.0
within
0.0
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe.
Chunk 3
Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
SHAP Text Plot
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outputs
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership of all data input into the software
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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5 . 2 termination for breach .
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either party may terminate this agreement if the other party breaches a material term and
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5 . 3 termination for insolvency .
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either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
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5 . 4 post - termination .
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upon termination , licensee shall cease using the software , delete all copies ,
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the software will materially conform to the documentation .
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1 ,
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 .
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the receiving party shall protect
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overdue amounts shall bear interest at 1 % per month or
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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licensee retains ownership of all data input into the software
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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either party may terminate this agreement if the other party breaches a material term and
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5 . 4 post - termination .
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upon termination , licensee shall cease using the software , delete all copies ,
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the software , documentation ,
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
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( " licensee data " ) .
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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5 . 2 termination for breach .
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either party may terminate this agreement if the other party breaches a material term and
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fails to cure such breach within thirty ( 30 ) days of written notice .
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5 . 3 termination for insolvency .
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either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
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5 . 4 post - termination .
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upon termination , licensee shall cease using the software , delete all copies ,
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licensor
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for breach of this
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warranty is to repair
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or
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except as set forth
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in section 6 .
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1 ,
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the software is provided " as is .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 .
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overdue amounts shall bear interest at 1 % per month or
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the maximum rate allowed by law ,
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership of all data input into the software
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( " licensee data " ) .
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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5 . 2 termination for breach .
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either party may terminate this agreement if the other party breaches a material term and
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fails to cure such breach within thirty ( 30 ) days of written notice .
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5 . 3 termination for insolvency .
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either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
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5 . 4 post - termination .
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upon termination , licensee shall cease using the software , delete all copies ,
licensor warrants that , for ninety ( 90 ) days from delivery ,
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the software will materially conform to the documentation .
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licensor
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’ s sole remedy
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for breach of this
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warranty is to repair
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or
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replace the software .
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6 . 2 disclaimer .
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except as set forth
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in section 6 .
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1 ,
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the software is provided " as is .
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" licensor disclaims
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all other warranties ,
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express or implied , including merchantability ,
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 .
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2 exclusion .
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neither party shall be liable for any indirect ,
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incidental , special ,
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or consequential damages , including lost profits or data ,
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even if advised of
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such possibility .
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8 . confidentiality 8 .
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1 definition .
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" confidential information "
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means non - public
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information disclosed by one party to the other ,
-0.0 / 3
marked as confidential
-0.002 / 7
or reasonably understood to be confidential .
-0.001 / 2
8 .
-0.002 / 3
2 obligations .
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the receiving party shall protect
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inputs
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# # censor
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’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or
-0.002 / 7
the maximum rate allowed by law ,
0.001 / 4
whichever is less .
-0.0 / 2
4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
-0.001 / 9
and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires no ownership interest under this agreement .
-0.0 / 7
4 . 2 licensee data .
-0.0 / 11
licensee retains ownership of all data input into the software
0.001 / 8
( " licensee data " ) .
-0.002 / 19
licensor may use licensee data only as necessary to perform its obligations under this agreement .
-0.001 / 10
5 . term and termination 5 . 1 term .
-0.001 / 18
this agreement begins on the effective date and continues until terminated ( the " term " ) .
-0.001 / 7
5 . 2 termination for breach .
-0.0 / 16
either party may terminate this agreement if the other party breaches a material term and
-0.0 / 15
fails to cure such breach within thirty ( 30 ) days of written notice .
-0.001 / 10
5 . 3 termination for insolvency .
-0.001 / 24
either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
-0.002 / 7
5 . 4 post - termination .
-0.005 / 16
upon termination , licensee shall cease using the software , delete all copies ,
licensor warrants that , for ninety ( 90 ) days from delivery ,
-0.001 / 10
the software will materially conform to the documentation .
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licensor
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’ s sole remedy
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for breach of this
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warranty is to repair
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or
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replace the software .
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6 . 2 disclaimer .
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except as set forth
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in section 6 .
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1 ,
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the software is provided " as is .
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" licensor disclaims
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all other warranties ,
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express or implied , including merchantability ,
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fitness for a particular purpose , and non - infringement .
-0.0 / 7
7 . limitation of liability 7 .
0.001 / 3
1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 .
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2 exclusion .
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neither party shall be liable for any indirect ,
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incidental , special ,
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or consequential damages , including lost profits or data ,
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even if advised of
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such possibility .
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8 . confidentiality 8 .
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1 definition .
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" confidential information "
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means non - public
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information disclosed by one party to the other ,
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marked as confidential
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or reasonably understood to be confidential .
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8 .
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2 obligations .
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the receiving party shall protect
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# # censor
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’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or
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the maximum rate allowed by law ,
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whichever is less .
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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and all related intellectual property rights remain the sole
0.0 / 6
property of licensor .
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
-0.0 / 11
licensee retains ownership of all data input into the software
0.001 / 8
( " licensee data " ) .
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
-0.001 / 10
5 . term and termination 5 . 1 term .
-0.001 / 18
this agreement begins on the effective date and continues until terminated ( the " term " ) .
-0.001 / 7
5 . 2 termination for breach .
-0.0 / 16
either party may terminate this agreement if the other party breaches a material term and
-0.0 / 15
fails to cure such breach within thirty ( 30 ) days of written notice .
-0.001 / 10
5 . 3 termination for insolvency .
-0.001 / 24
either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
-0.002 / 7
5 . 4 post - termination .
-0.005 / 16
upon termination , licensee shall cease using the software , delete all copies ,
licensor warrants that , for ninety ( 90 ) days from delivery ,
-0.001 / 10
the software will materially conform to the documentation .
0.001 / 3
licensor
0.002 / 4
’ s sole remedy
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for breach of this
0.003 / 5
warranty is to repair
0.001
or
0.002 / 4
replace the software .
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6 . 2 disclaimer .
0.001 / 4
except as set forth
0.001 / 4
in section 6 .
0.001 / 2
1 ,
0.001 / 8
the software is provided " as is .
0.004 / 7
" licensor disclaims
0.004 / 5
all other warranties ,
0.004 / 8
express or implied , including merchantability ,
0.005 / 11
fitness for a particular purpose , and non - infringement .
-0.0 / 7
7 . limitation of liability 7 .
0.001 / 3
1 cap .
0.001 / 7
licensor ’ s aggregate liability
-0.0 / 14
under this agreement shall not exceed the license fee paid by licensee .
0.001 / 2
7 .
0.001 / 3
2 exclusion .
0.001 / 9
neither party shall be liable for any indirect ,
0.0 / 5
incidental , special ,
0.001 / 13
or consequential damages , including lost profits or data ,
0.001 / 4
even if advised of
0.003 / 3
such possibility .
0.001 / 6
8 . confidentiality 8 .
0.003 / 3
1 definition .
0.002 / 4
" confidential information "
0.001 / 4
means non - public
0.003 / 9
information disclosed by one party to the other ,
-0.0 / 3
marked as confidential
0.002 / 7
or reasonably understood to be confidential .
0.0 / 2
8 .
0.001 / 3
2 obligations .
0.001 / 6
the receiving party shall protect
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect
Chunk 4
Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
SHAP Text Plot
[0]
outputs
Output 0
Output 1
Output 2
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6 . 2 disclaimer .
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8 . confidentiality 8 . 1 definition .
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8 . 2 obligations .
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at least the same care as it uses for its own similar information ,
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this obligation lasts for five ( 5 ) years post - termination ,
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8 . 3 exceptions .
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9 . indemnification 9 .
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1 licensor indemnity .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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-0.001 / 10
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-0.001 / 9
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-0.0 / 2
11 .
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miscellaneous
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6 . 2 disclaimer .
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1 ,
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7 . limitation of liability 7 . 1 cap .
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0.001 / 14
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7 . 2 exclusion .
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8 . confidentiality 8 . 1 definition .
0.002 / 8
" confidential information " means non - public
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0.002 / 10
marked as confidential or reasonably understood to be confidential .
0.001 / 5
8 . 2 obligations .
0.004 / 8
the receiving party shall protect confidential information with
0.006 / 14
at least the same care as it uses for its own similar information ,
0.003 / 9
and use it only to fulfill this agreement .
0.001 / 13
this obligation lasts for five ( 5 ) years post - termination ,
0.0 / 10
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8 . 3 exceptions .
-0.001 / 10
confidential information excludes information that : ( a )
0.001 / 18
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0.002 / 12
or ( c ) is required to be disclosed by law ,
0.001 / 11
provided notice is given to the disclosing party .
-0.002 / 8
9 . indemnification 9 .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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10 . force majeure 10 .
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provided notice is given to the other party .
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ten ( 10 ) days . sections 4 , 6 .
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warranties and
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for ninety ( 90 )
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licensor ’ s sole remedy
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9 . 2 licensee indemnity .
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10 . force majeure 10 .
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ten ( 10 ) days . sections 4 , 6 .
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warrants that ,
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licensor ’ s sole remedy
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7 . limitation of liability 7 . 1 cap .
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this obligation lasts for five ( 5 ) years post - termination ,
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10 . force majeure 10 .
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ten ( 10 ) days . sections 4 , 6 .
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warranties and
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disclaimers 6 .
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1 performance warranty
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.
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licensor
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warrants that ,
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for ninety ( 90 )
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days from delivery ,
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the software will
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licensor ’ s sole remedy
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6 . 2 disclaimer .
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except as set forth in section 6 .
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the software is provided " as is .
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all other warranties ,
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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8 . confidentiality 8 . 1 definition .
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information disclosed by one party to the other ,
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marked as confidential or reasonably understood to be confidential .
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8 . 2 obligations .
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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provided notice is given to the disclosing party .
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1 licensor indemnity .
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licensor shall defend and indemnify
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provided licensee notifies licensor promptly
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9 . 2 licensee indemnity .
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licensee ’ s misuse of the software or
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10 . force majeure 10 .
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11 .
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ten ( 10 ) days . sections 4 , 6 .
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6 .
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warranties and
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disclaimers 6 .
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1 performance warranty
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.
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licensor
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warrants that ,
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for ninety ( 90 )
0.001 / 4
days from delivery ,
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the software will
0.0 / 4
materially conform to
0.001 / 3
the documentation .
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licensor ’ s sole remedy
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for breach of this warranty is to repair
0.001 / 5
or replace the software .
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 ,
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the software is provided " as is .
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" licensor disclaims
0.0 / 5
all other warranties ,
0.0 / 8
express or implied , including merchantability ,
0.001 / 11
fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
0.0 / 14
under this agreement shall not exceed the license fee paid by licensee .
0.0 / 5
7 . 2 exclusion .
0.0 / 14
neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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8 . confidentiality 8 . 1 definition .
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" confidential information " means non - public
-0.001 / 9
information disclosed by one party to the other ,
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marked as confidential or reasonably understood to be confidential .
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8 . 2 obligations .
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the receiving party shall protect confidential information with
-0.005 / 14
at least the same care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
0.002 / 5
8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given to the disclosing party .
0.0 / 8
9 . indemnification 9 .
0.001 / 8
1 licensor indemnity .
0.005 / 10
licensor shall defend and indemnify
0.004 / 7
licensee against claims that the software
0.002 / 8
infringes a third party ’
0.002 / 5
s intellectual property rights ,
0.003 / 9
provided licensee notifies licensor promptly
0.004 / 10
and allows licensor to control the defense .
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9 . 2 licensee indemnity .
0.005 / 14
licensee shall indemnify licensor against claims arising from
0.003 / 10
licensee ’ s misuse of the software or
0.002 / 5
breach of this agreement .
0.0 / 8
10 . force majeure 10 .
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1 neither party shall be liable for delays or
0.002 / 9
failures due to causes beyond its reasonable control ,
0.003 / 10
including natural disasters , war , or government actions ,
0.003 / 9
provided notice is given to the other party .
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11 .
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miscellaneous
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous
Chunk 5
Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _
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inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b )
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was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
0.004 / 7
excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
-0.003 / 10
and supersedes all prior agreements or discussions .
-0.0 / 18
11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
-0.005 / 16
’ s prior written consent ; licensor may assign to a successor entity .
-0.002 / 5
11 . 6 notices .
-0.001 / 19
notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
-0.0 / 7
11 . 7 severability .
-0.003 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.003 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
0.002 / 16
by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
0.006 / 18
_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
-0.003 / 7
: _ _ _ _ _
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b )
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was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
0.003 / 11
disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
-0.005 / 11
licensee may not assign this agreement without licensor
-0.005 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
-0.001 / 19
notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
-0.003 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.003 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
0.340.30.260.380.420.3002090.300209base value0.2296250.229625fOutput 1(inputs)0.003’ s prior written consent ; licensor may assign to a successor entity .0.003licensee may not assign this agreement without licensor0.0029 . indemnification 9 .0.00211 . 4 amendment . this agreement may only be amended in writing signed by both parties .0.00211 . 5 assignment .0.001this agreement is the complete understanding between the parties0.0011 licensor indemnity .0.001licensor shall defend and indemnify licensee against claims that the software0.001s intellectual property rights ,0.011 .0.0and supersedes all prior agreements or discussions .0.02 dispute resolution .-0.007_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .-0.006confidential information with at least the same-0.004except for trade secrets , which remain protected indefinitely .-0.004care as it uses for its own similar information ,-0.004or ( c ) is required to be disclosed by law ,-0.003was known to the recipient prior to disclosure ;-0.0038 . 3 exceptions .-0.003by : _ _ _ _ _ _ _ _ _ _ _ _ _ _-0.003this obligation lasts for five ( 5 ) years post - termination ,-0.003stratumsoft inc .-0.003and use it only to fulfill this agreement .-0.003is publicly known without breach ; ( b )-0.002in witness whereof , the parties have executed this agreement as of the effective date .-0.002under the american arbitration association ’ s rules ,-0.002and allows licensor to control the defense .-0.002with the arbitrator ’ s decision being final .-0.002excluding its conflict of laws rules .-0.00210 . force majeure 10 .-0.002to the disclosing party .-0.0029 . 2 licensee indemnity .-0.002provided notice is given-0.002if any provision is unenforceable , the remaining provisions remain in effect .-0.002notices must be in writing and sent to the addresses above via certified mail or email with confirmation .-0.00211 . miscellaneous 11 . 1 governing law .-0.002confidential information excludes information that : ( a )-0.002provided licensee notifies licensor promptly-0.002disputes shall be resolved by arbitration in austin , texas ,-0.001this agreement is governed by the laws of the state of texas ,-0.001carter title : president brightpath enterprises by-0.001: _ _ _ _ _-0.001licensee ’ s misuse of the software or-0.001infringes a third party ’-0.001breach of this agreement .-0.0011 neither party shall be liable for delays or-0.001including natural disasters , war , or government actions ,-0.001provided notice is given to the other party .-0.001licensee shall indemnify licensor against claims arising from-0.001failures due to causes beyond its reasonable control ,-0.00111 . 3 entire agreement .-0.00111 . 7 severability .-0.011 . 6 notices .
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confidential information with at least the same
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this obligation lasts for five ( 5 ) years post - termination ,
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8 . 3 exceptions .
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
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this obligation lasts for five ( 5 ) years post - termination ,
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
-0.001 / 13
this agreement is governed by the laws of the state of texas ,
-0.002 / 7
excluding its conflict of laws rules .
0.0 / 2
11 .
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2 dispute resolution .
-0.002 / 11
disputes shall be resolved by arbitration in austin , texas ,
-0.002 / 9
under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
-0.001 / 6
11 . 3 entire agreement .
0.001 / 9
this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
0.002 / 18
11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
0.003 / 11
licensee may not assign this agreement without licensor
0.003 / 16
’ s prior written consent ; licensor may assign to a successor entity .
-0.0 / 5
11 . 6 notices .
-0.002 / 19
notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
-0.001 / 7
11 . 7 severability .
-0.002 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.002 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
-0.003 / 6
stratumsoft inc .
-0.003 / 16
by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
-0.007 / 18
_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
-0.001 / 8
carter title : president brightpath enterprises by
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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: _ _ _ _ _
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _
Chunk 6
Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Predicted Risk Level: Medium
Predicted Risk Category: Cooperation Obligations
SHAP Text Plot
[0]
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if any provision is unenforceable ,
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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Chunk 7
Text: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: name : james p . sullivan title : chief operating officer
Full Document Text
Original Text
software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Modified Text
Software License Agreement
This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Grant of License
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software.
1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date.
2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income. ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe. ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer name : james p . sullivan title : chief operating officer